Case Document 10-2 Filed 05/08/18 Page 1 of 14

EXHIBIT A

Case 2:18-cv-01877-AB Document 10-2 Filed 05/08/18 Page 2 of 14

NON- RECOURSE
RECOURSE FINANCE
FINANCE TRANSACTION
TRANSACTION
NON(SALES AND
PURCHASE AGREEMENT)
AGREEMENT)
(SALES
AND PURCHASE
2016_
This
is entered
This PURCHASE
PURCHASE AGREEMENT
AGREEMENT (this
(this "Agreement")
"Agreement") is
this 8th
8th of
entered into
into this
of December,
December, 2016_
and his/her
agents,
by and
and between,
William White,
who resides
at
by
between, William
White, who
resides at
,, and
his/heragents,
successors in
executors, representatives,
successors and
and assignors
assignors (( hereinafter
to
successors
in interest,
interest, heirs,
heirs, executors,
representatives, successors
hereinafter referred
referred to
collectively as
as "Seller").
"Seller"), and
and Thrivest
Company with
with
collectively
Thrivest Specialty
Specialty Funding,
Funding, LLC,
LLC, aa Delaware
Delaware Limited
Limited Liability
Liability Company
its principal
at 22 Penn
Penn Center
Center Plaza,
1500 JFK
JFK Blvd.,
Blvd., Suite
220, Philadelphia,
Philadelphia, PA
PA
Plaza, 1500
Suite 220,
its
principal place
place of
of business
business located
located at
19102, and
and its'
successors and
and assignors
assi gnors (hereinafter
(hereinafter referred
to collectively
as the
the"Buyer").
referred to
collectively as
"Buyer").
19102,
its' representatives,
representatives, successors
WHEREAS,
on April
April 22,
States District
WHEREAS, on
22, 2015
2015 the
the United
United States
Court for
the Eastern
Eastern District
of
District Court
for the
District of
Pennsylvania entered
Order and
and Judgment
Judgment approving
approving the
the Settlement
the matter
of In
re:
Settlement in
in the
matter of
In re:
entered aa Final
Final Order
Pennsylvania
National Football
Football League
Player's Concussion
Injury Litigation;
No: 2:
2: 12-md-02323-AB
MDL
National
League Player's
Concussion Injury
Litigation; Docket
Docket No:
J 2-md-02323-AB I/ MDL
No.
(the "Settlement").
"Settlement''.). William
William White
an eligible
the Settlement
Settlement and
and has
an
No. 2323
2323 (the
White is
is an
eligible claimant
claimant in
in the
has an
of $3,500,000.00 (the
anticipated financial
financial award
award in
the amount
amount of$3,500,000.00
(the "Distribution").
"Distribution").
anticipated
in the
WHEREAS,
Seller has
WHEREAS, Seller
agreed to
to assign
assign and
and sell,
sell, and
and Buyer
Buyer has
agreed to
to acquire
and
has agreed
has agreed
acquire and
purchase,
to the
the terms
terms of
of this
this Agreement,
Agreement, all
all rights,
title, benefits,
and interests
of Seller
purchase, pursuant
pursuant to
rights, title,
benefits, and
interests of
Seller in
in
and to
to the
the Distribution
Distribution (as
(as defined
defined herein)
Buyer has
19% per
has collected
collected $500,000.00
$500,000.00 plus
plus aa 19%
per
and
herein) until
until Buyer
annum investment
thereon accruing
accruing and
and compounding
compounding monthly
(the "TSF
"TSF Distribution")
Distribution")
annum
investment return
return thereon
monthly (the
including
all rights
to payment
of or
on account
of the
the TSF
and all
all proceeds
of the
the
including all
rights to
payment of
or on
account of
TSF Distribution,
Distribution, and
proceeds of
Distribution until
until Buyer
has collected
Distribution
Buyer has
collected the
the TSFDistribution.
TSF Distribution.
WHEREAS, the
the parties
agree that
that aa true
true and
and accurate
summary of
the financial
financial terms
terms of
this sale
sale
WHEREAS,
parties agree
accurate summary
of the
of this
are accurately
accurately reflected
the Disclosure
(The Disclosure
Disclosure Statement
shall be
be referred
reflected in
in the
Disclosure Statement
Statement below.
below. (The
Statement shall
referred
are
to herein
the "Disclosure
"Disclosure Statement).
to
herein as
as the
Statement).
DISCLOSURE STATEMENT
STATEMENT
DISCLOSURE

Distribution:
Distribution:

The financial
financial portion
of the
the Settlement
that the
The
portion of
Settlement that
the Seller
Seller is
is personallyentitled
personallyentitled to:
to:

$3,500,000.00
$3,500,000.00

TSF
Distribution:
TSF Distribution:

sold by
Seller and
and
The portion
of the
the Distribution
The
portion of
Distribution that
that is
is being
being sold
by the
the Seller
purchased by
purchased
Buyer:
by Buyer:

880,194.29
$$ 880,194.29

The TSF
Purchase Price
Price amount:
amount:
TSF Purchase
The

The dollar
amount being
the Seller
Seller by
as consideration
consideration for
for the
the
The
dollar amount
being paid
paid to
to the
by Buyer
Buyer as
sale of
of the
the TSF
TSF Distribution
Distribution (as
(as set
set forth
forth in
in ExhibitB
sale
ExhibitB hereof):
hereof):

judgments:
Payoff
of prior
I iens and
Payoff of
prior liens
and judgments:
Net payment
payment to
Net
Seller:
to Seller:

$$ 500,000.00
500,000.00
$$ 192,253.89
192,253.89
282,746.11
$$ 282,746.11

Transaction Fees
(which shall
shall not
(if this
agreement is
characterized as
as aa loan)
by Seller:
Transaction
Fees (which
not be
be deemed
deemed to
to be
be interest
interest (if
this agreement
is characterized
loan) to
to be
be paid
paid by
Seller:
2,455.00
$$
2,455.00
Origination
Origination Fee
Fee
$$
200.00
200.00
Application
Application Fee
Fee
4,910.00
4,910.00
$$
Underwriting
Underwriting Fee
Fee
7,365.00
7,365.00
$
$
Due
Due Diligence
Diligence Fee
Fee
4,910.00
$$
4,910.00
Lien/Judgment
Search Fee
Lien/Judgment Search
Fee
WAJVED
WAIVED
Broker Fee
Broker
Fee
4,910.00
4,910.00
$$
Legal
Legal Fee
Fee
250.00
$$
250.00
Closing Fee
Fee
Closing
25,000.00
$
25,000.00
$
Total
Total Transaction
Transaction Fees:
Fees:

to
enti�l� to
Seller is
is entitled
which Seller
for which
of loss
claims of
loss for
economic claims
of economic
holder of
the holder
Seller is
is the
WHEREAS, Seller
WHEREAS,
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receive consideration payable in connection with the Settlement (collectively, the "Distribution") and,
for purposes of this Agreement, the Distribution (a) shall include (i) any monetary or non-monetary
consideration (including the value of any non-monetary consideration) payable to, or on behalf of,
Seller in connection with the Settlement (whether by suit, judgment, settlement, or otherwise), (ii) any
consequential, actual, punitive, exemplary, or treble damages on account thereof, and (iii) any interest
awarded or later accruing on the foregoing, and (b) shall be calculated and determined without taking
into consideration and prior to deduction of (i) any taxes payable by Seller in connection with the
Distribution, (ii) setoffs of any kind, including setoffs in respect of any claim or counterclaim asserted
against Seller by any person, or (iii) fees and/or expenses incurred in connection with the Settlement
or the collection of any Distribution; and
WHEREAS, the parties agree that this sale is without recourse against the Seller (other than by a
breach as defined in this Agreement below). This means that in the event that the Buyer does not receive
the full TSF Distribution as agreed upon in the Agreement, the Seller shall have no personal obligation to
the Buyer to pay any portion of the TSF Distribution that is not received by the Buyer.
NOW, THEREFORE, in consideration of the above premises and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt and sufficiency of which
hereby are acknowledged, the parties, intending to be legally bound, hereby agree as follows:
I.
ASSIGNMENT, CONSIDERATION, RIGHT OF FIRST REFUSAL AND PAYMENT OF
1.
THE TSF DISTRIBUTION.
Seller hereby agrees to sell and assign to Buyer, his or her interest in the TSF Distribution and any future
payments made in satisfaction of the TSF Distribution. Seller furthers agrees and represents that his/her
interests in the TSF Distribution that are being assigned and sold are free and clear of any adverse interests
in favor of, or obtained by third parties other than those liens/judgments specially set forth in this
Agreement.
(a) In consideration for the purchase of the TSF Distribution, Buyer agrees to pay Seller the sum of
$500,000.00 (Five Hundred Thousand Dollars and No Cents) (the TSF Purchase Price as stated in
the Disclosure Statement).
(b) Seller agrees that Buyer may withhold from the TSF Purchase Price the amount of $192,253.89
to repay the current outstanding lien(s)/judgment(s) along with any penalties and interest that may
have accrued with reference to the IRS Federal Tax Lien.
(c)
(c) Seller agrees that Buyer may deduct the Transaction Fees set forth in the Disclosure Statement the
amount of $25,000.00 from the TSF Purchase Price.
(d) Seller hereby grants to the Purchaser a right of first refusal to purchase any or all remaining amounts
in respect of the Award Amount. In the event the Seller seeks to or obtains any funding in respect
to the Award Amount from a source other than the Buyer, such event shall be deemed to be an
hereof In the event that Seller should obtain any such financing
event of default under Section 4 hereof.
(after the Buyer declines to purchase any such amount), all amounts due under this Agreement in
respect to the TSF Distribution shall be paid in full before any such financing is obtained.
(e) Payment of the TSF Distribution shall be made in accordance and pursuant to the "Additional
Documents" set forth in section 5.
(f) The TSF Distribution amount is set forth in Exhibit B hereto and made a part hereof and is denoted
as the Repayment Schedule.
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2.

GENERAL TERMS OF THE PURCHASE AND SALE
(a) Seller absolutely assigns, conveys, sells, sets over, transfers, and warrants to Buyer all rights, title,
benefits, and interests of Seller in and to:
(i)
(i)

(ii)

The TSF Distribution, all rights to payment of or on account of the TSF
Distribution, and all proceeds of Distribution until Buyer has collected the TSF
Distribution; and
All rights of Seller
Seiler to ask for, demand, sue for, collect, receive, and enforce
payment of the Distribution and to enforce all other covenants and obligations in
connection with the Distribution payable to Seller, and the rights and remedies of
Seller, in respect of the Distribution, until Buyer has collected the TSF
Distribution (collectively, the "Purchased Property"), in each instance free and
clear of all claims, liens, interests and encumbrances (collectively, "Adverse
Interests").

(b) As consideration for Seller's assignment and sale of the Purchased Property to Buyer (the
"Transaction"), Buyer hereby agrees to pay to Seller, within three (3) business days after the date of
this Agreement, $500,000.00 (the "TSF Purchase Price") by wire transfer pursuant to the wiring
instructions for Seller (the date on which such payment is made, the "Payment Date").
(e) Within three (3) business days after Seller's collection and receipt, or the collection and receipt on
(c)
Seller's behalf, of any Distribution, Seller shall distribute, or cause to be distributed, all such
collections and receipts to Buyer, prior to paying any expenses of Seller or making any other
distributions, until Buyer has received the TSF Distribution in full. Until disbursement in accordance
with the terms of this Section 2(c), Seller shall hold the Purchased Property and other Distributions in
trust for Buyer. Seller and Buyer intend and agree that the Transaction shall constitute a true sale and
absolute transfer of the Purchased Property to Buyer, thereby providing Buyer with the full risks and
benefits of ownership of the Purchased Property, and each of Seller and Buyer agrees that the this
transaction shall be reflected on their respective books and records in a manner consistent with this
intent and agreement.
(d) Notwithstanding that Seller and Buyer intend that this transaction to be a true sale, in an abundance of
caution, in the event that such sale and assignment ever is characterized as a loan or other financial
accommodation and not as a true sale, or that such sale shall for any reason be ineffective or
unenforceable as such, each as determined in a judicial, administrative or other proceeding (any of
which, a "re-characterization"), Seller hereby grants to Buyer a first-priority security interest within
the meaning of Article 9 of the Uniform Commercial Code in effect as of the date hereof in the
"UCC') in all of Seller's rights, title, benefits, and interests in
Commonwealth of Pennsylvania (the "UCC")
and to the Distribution and any proceeds thereof in order to secure Buyer's advance of the TSF
Purchase Price and Seller's obligation to pay the sum of (i) the Purchase Price, together with (ii)
interest thereon from the day of disbursement of the TSF Purchase Price to the date of repayment in
an amount equal to the TSF Purchase Price multiplied by (A) 19% per annum, accruing daily and
compounding annually, or (B) if less, the maximum rate permitted by applicable law. Buyer may, at its
option and in addition to all other rights provided to Buyer in this Agreement, and without Seller's
signature or further authorization by Seller, file financing statements (including continuations and
amendments thereto) under the UCC, to perfect Buyer's rights under this of this Agreement in
Buyer's rights in and to the Distribution.
(e) Seller is represented in its interest in the Settlement by Robert C. Wood, Esq. on behalf of Law Offices
of Robert C. Wood, 68 North High Street, Building B, Suite 202, New Albany, OH 43054;
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 Case 2:18-cv-01877-AB Document 10-2 Filed 05/08/18 Page 5 of 14

(f)
(f)
Buyer and Seller fully acknowledge that this transaction is a true sale and assignment of
of
the TSF Distribution and the full benefits
benefits of the
the transaction and
and assignment apply to the sale.
Buyer and Seller acknowledge that even though Buyer is entitled to all
ail of the benefits associated
all
with the sale, Seller remains responsible for all obligations, representations, warranties, covenants
and
and liabilities and expenses explicitly (and not explicitly) set forth in this Agreement
Agreement and in
respect to the Distribution.
Distribution.
(g) Seller agrees that itit shall pay to Buyer the TSF Distribution as set forth in this Agreement and
(g)
reflected accurately in the Disclosure Statement and
and that payment shall be made to Buyer from any
funds received in full or in partial satisfaction of the Distribution, regardless of the source of those
funds, before any payment is made from the Distribution to the Seller, or any other person.
(h) Seller irrevocably directs its attorney and/or representative responsible for the disbursement of the
(h)
Seller's Distribution to pay Buyer the TSF Distribution prior to Seller receiving any payment from
the Distribution in accordance with the terms of this Agreement.
(i)
(i)
(i) Whether the TSF Distribution is received in a lump sum or in multiple payments, Buyer's right to
receive the full TSF Distribution shall be in priority and senior to Seller's right to receive any
portion of the Distribution.
(j) If the Distribution amount is less than the anticipated amount and is insufficient to pay Buyer the
TSF Distribution , then Buyer will be limited to the lesser Distribution received with no recourse
to Seller for any remaining balance;

(k) If Seller recovers no money from the Distribution, the Seller shall owe nothing to the Buyer.
(k)
(1) In the event the Award Amount is insufficient to repay the TSF Distribution, then Buyer shall be
(I)
entitled to recover any balance due, after the Award Amount has been distributed, from any
related actions, including, but not limited to, any Federal or State causes of actions relating to, or
in connection with, Seller's Claim and/or derivative claim.
3.

SELLER REPRESENTATIONS AND WARRANTIES

(a) Seller warrants and represents that Seller owns all right, title, and interest in the Distribution and
acknowledges that it is selling and assigning the TSF Distribution to the Buyer.
(h) Seller warrants that Seller is legally entitled to the Distribution for which it has represented, and
(b)
Seller further warrants that it owns the Distribution free and clear of any other liens, judgments
and/or security interests than those set forth in Section 1 of this Agreement.
(c) Seller warrants that Seller has the unrestricted right to assign the TSF Distribution to Buyer and
that it has not previously sold or assigned the Distribution, in whole or in part, to any other party.
Upon Buyer's payment in full to Seller of the TSF Purchase Price, Buyer shall own all of the TSF
Distribution, free and clear of liens, judgments, or other adverse interests.
(d) Seller warrants that Seller has the legal capacity and the mental competency to execute this
Agreement and to perform all duties set forth within the terms of this Agreement and that it is doing
so voluntarily and of its own free will.
(e) Seller warrants that Seller is under no contractual obligations or other restrictions that are adverse
to Buyer's interests with regard to the terms of this Agreement and Seller's assignment and sale of
the TSF Distribution. Seller warrants that the execution, delivery and performance of this
ddis not
Agreement, and the consummation of the transaction contemplated in this Agreement, doe
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 Case 2:18-cv-01877-AB Document 10-2 Filed 05/08/18 Page 6 of 14

violate any law, rule, regulation, order, other agreement, or other instrument. Seller warrants that
there are no bankruptcy or insolvency proceedings in progress or in prospect, either personally or
with regard to any entity owned, in whole or in part, that could affect the Distribution.
(f)
(f) Seller warrants that Seller is not the subject of any legal proceeding that could in any way adversely
affect the terms of this Agreement, the Distribution, and the Buyer's right, title, or interest in the
Distribution. Seller further warrants that the Distribution has not been and is not in jeopardy of
being subject to a levy or any type of other adverse interest.

(g) Seller warrants that of the information Seller has provided to Buyer that is contained in this
Agreement, as well as any information given prior to this Agreement is true, accurate and complete
in all respects. Seller further acknowledges that Buyer has relied and will continue to rely on this
information in acquiring, protecting and otherwise dealing with the TSF Distribution.
(h) Seller warrants that Seller has not engaged in any acts or conduct, or made any omissions that
could potentially result in Buyer receiving less than the full amount of the TSF Distribution, and
that there are no other parties that hold a similar interest in the Distribution.
(i) Seller
Setter warrants that Seller has paid all federal, state and local taxes due through the date this
(i)
Agreement is to be executed, or, has made adequate and acceptable terms for any tax payment due
with the appropriate tax agency responsible for accepting such payment.

(j) Seller warrants that there are no outstanding: (i) tax liens or judgments against Seller or the
Distribution, (ii) no obligations owed by Seller to any County, City or State Government entity; or
(iii) any other liens owed to the United States Government or other person or entity for any social
service or other benefit that Seller has received and is obligated to pay; including but not limited to
child support and/or alimony.
(k) Seller warrants that Seller possesses the mental capacity to understand the terms set forth in this
Agreement. Seller further understands that once it signs this Agreement it will become a legally
binding document whereby Seller will have forever assigned and sold a portion of their financial
recovery from their legal claim. Seller understands that in exchange for receiving money now from
the Buyer, instead of waiting to receive it later, there is a cost to be paid by Seller. Seller further
acknowledges that the financial cost associated with assigning and selling a portion of Seller's
financial recovery is accurately summarized in the Disclosure Statement. Seller acknowledges that
Seller has reviewed and fully understands the Disclosure Statement and the financial benefits and
costs reflected with the sale. Seller further warrants that Seller is of legal age to enter into the
Agreement and has the authority to accept its terms.
4.

COVENANTS OF SELLER
Seller covenants and agrees with Buyer, as follows:
(a) Seller shall use its best efforts to collect the TSF Distribution and take all steps to make it
available to the Buyer when due;
(b) Seller shall not negotiate or enter into any agreement to reduce or modify the TSF Distribution;
(c) Seller shall immediately notify the Buyer of any change in the terms of the Settlement as it
applies to the Seller;

nd
(d) Upon request of the Buyer, Seller shall provide Purchaser with updates, including status and
TSF
documentation changes, if any, in respect of the Settlement, Distribution, or E t
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 Case 2:18-cv-01877-AB Document 10-2 Filed 05/08/18 Page 7 of 14

Distribution;
(e) Seller shall execute such additional documents and take such further action as may be
reasonable necessary for the Buyer to perfect any and all interests of the Buyer in respect of
the TSF Distribution;
(f)
(I) If the Seller becomes a party to any tax lien dispute with any governmental agency or incurs
any judgement against it, Seller shall immediately notify Buyer of same.
(g) Sell shall promptly pay all federal and state taxes.

(h) Seller will not issue any Form 1099 to Buyer in connection with the TSF Distribution.
(i) Seller shall notify Buyer in writing if
there is any change in his/her legal of other representation.
ifthere
5.

BREACH BY SELLER
(a) A breach of this Agreement shall occur upon one of the following events:
i.

ii.

Seller breaches any representation or warranty contained in this Agreement. If a breach
occurs with regard to any representation or warranty set forth herein, Buyer agrees to
give Seller a five (5) day period to cure any breach.
Seller files for bankruptcy;

iii.

Seller incurs any federal, state or other tax lien or judgment;

iv.

Seller fails to stay current in any federal, state or other tax payment due;

v.

Seller becomes the subject of a civil lien and/or civil judgment;

vi.

Seller becomes indebted to any present or former spouse for support, maintenance or
similar obligations, or become indebted to any child or to a guardian of any child for any
child support or similar payments;

vii.

nand, theft, perjury, or moral
Seller is convicted of a felony involving a crime of fraud,
turpitude;

viii.

Seller engages in any other action or behavior that could encumber the Seller's
Distribution.

ix.

Seller fails to immediately notify Buyer of receipt of any partial payment of the
Distribution and fails to pay that amount to Buyer (or the balance of any amount still due
to Buyer) in accordance with the terms of this Agreement.

x.

Seller breaches Section 1(g) of this Agreement.

(b) Buyer and Seller agree that in addition to any other legal rights and remedies available to Buyer for
any breach by Seller, Buyer shall be entitled to enforce Seller's obligations hereunder by court

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injunction, or court ordered affirmative action, which injunction or ordered action may also serve
to restrain a future breach of this Agreement if there is reasonable ground to believe that such a
breach is threatened.
(c)
(c) If Seller breaches this Agreement, Buyer may terminate their obligations under this Agreement and
shall be entitled to the full payment from Seller of the TSF Distribution as, plus interest calculated
at 19% per annum or the maximum rate permitted by law in the event this transaction is recharacterized as a loan, whichever is less, calculated from the date of payment of the TSF Purchase
Price to the date of repayment.
(d) If Seller breaches this Agreement, Seller shall pay to Buyer all costs and expenses incurred by
Buyer (including reasonable attorney's
attorneys fees) paid to enforce the terms of the Agreement.
(e) If Seller breaches this Agreement, Seller shall notify its attorney, representative, or agent
responsible for the distribution of the TSF Distribution to issue payment to Buyer in order to satisfy
Seller's obligations under this Agreement. Buyer may further directly notify Seller's attorney or
representative responsible for the TSF Distribution and request that such attorney or representative
make direct payment of all monies due and owing to Buyer without any further authorization by
Seller.
6. MISCELLANOUS PROVISIONS
(a) Any required notice set forth herein by either party shall be in writing and (i) delivered by overnight
courier, (ii) certified mail, or (iii) transmitted by facsimile and confirmed by a similar mailed
writing, to the following address (email is specifically excluded as a proper form of
notice):
ofnotice):
As to Buyer:
Thrivest Specialty Funding, LLCSF
2 Penn Center Plaza, 1500 JFK Blvd
Suite 220 Philadelphia, PA, 19102,
ATTN: Joseph Genovesi
As to Seller:
William White

(b) Right to Sue. The parties to this Agreement acknowledge (i) the Buyer is in no way acquiring the
Seller's right to sue in regard the Settlement, (ii) the TSF Purchase Price received by Seller from
Buyer will be used for immediate economic and personal necessities or other purposes that Seller
deems important, (iii) the Seller or other class representative has already made the claim in the
Settlement and the claim in the Settlement has been settled, (iv) Seller and Buyer acknowledge
Buyer will in no way be involved in or influence the decisions Seller and its attorney make in
connection with the Seller's claim and that the right to make those decisions remains solely with
Seller and Seller's attorney.
(c) Bankruptcy. Seller is not presently, nor intends to be, a party to any action or proceeding for relief
under any federal or state bankruptcy or insolvency law or appointment of a trustee or receiver for
all or any portion of Seller's assets including the Distribution. In the event Seller commences or
has commenced against it, any case, or other proceeding, pursuant to any bankruptcy, insolvency
or similar law prior to full payment of the TSF Distribution amount, Seller shall cause the TSF
seller
Seller
S
ller
Distribution amount to be categorized as an asset of Buyer and not of Seller. In no event shall
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 Case 2:18-cv-01877-AB Document 10-2 Filed 05/08/18 Page 9 of 14

permit Buyer's share to be described as a debt obligation of Seller in any such proceeding, except
as may be required by law.

(d) Pledge
Pledge Rights. Seller hereby relinquishes any rights to sell, assign, pledge or transfer any rights in
(d)
the TSF Distribution that it is entitled to from the Settlement other than to Buyer. f in Mitnick client contract
(e) Other Advances. Seller acknowledges that Seller may
may not solicit or accept funding or advances
against the TSF Distribution from any other source or funding company
company unless and until Thrivest
Specialty Funding, LLC, is first paid in full. g in Mitnick client contract

(f) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an
(f)
original and all of which taken together shall constitute one and the same instrument. A faxed
signature of this Agreement shall be effective to bind such party to the terms hereof, but an original
of such signature shall be promptly forwarded to the other party. i in Mitnick client contract
(g) Integration. This Agreement constitutes the complete agreement and understanding of the parties
with respect to the subject matter hereof, supersedes any prior agreements or understandings of the
parties (whether oral or written) with respect to the subject matter hereof and may be amended only
in a writing signed by the parties. j in Mitnick client contract

(h) Enforceability of Agreement. If any provision of this Agreement is held to be illegal, void or
unenforceable, such provision shall be of no force or effect. However, the illegality or
unenforceability of such provision shall have no effect upon, and shall not impair the legality or
enforceability of, any other provision of this Agreement. h in Mitnick client contract
(i)
(i) Construction. For purposes of construction, this Agreement shall be deemed to have been jointly
drafted by the respective parties and their counsel, and the rule of construction of contracts that
ambiguities are construed against the drafting party shall not be applied against any person. l in Mitnick client contract
(j) Governing Law. This Agreement shall be construed in accordance with and be governed by the
laws of the Commonwealth of Pennsylvania without regard to conflicts of laws principles. m in Mitnick client contract

(k) Successors and Assigns. This Agreement is binding upon, and shall inure to the benefit of, the
parties, and their respective heirs, executors, administrators, successors and assigns. n in Mitnick client contract
(1) The Parties Joint Representations and Warranties. Each party hereto represents and warrants that
(i) it has carefully read this Agreement in its entirety; (ii) it has had an adequate opportunity to
itsterms;
terms;
consider this Agreement and to consult with independent counsel of its choice regarding its
(iii) it understands all of the terms hereof; (iv) it has relied wholly upon its individual judgment,
belief and knowledge of the nature, extent and effect of the terms contained in the Agreement,
including the summary of financial terms set out in the Disclosure Statement contained herein; (v)
it voluntarily assents to all of the terms and conditions contained herein; and (vi) it is authorized to
sign this Agreement on behalf of the party for whom it has executed this Agreement. o in Mitnick client contract
(m) Attorney Review. Seller has been advised by Buyer to discuss this matter and to review this
Agreement with an attorney prior to signing it. Seller acknowledges that it has either received such
counsel, or has expressly waived it. p in Mitnick client contract

(n) Additional Documents. As a condition to Buyer's obligations hereunder, Seller has provided Buyer
(I) Irrevocable Authorization and Directive;
with an executed copies of the following documents: (1)
(2) Limited Irrevocable Power of Attorney; (3) Attorney Acknowledgment and Notice of
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Assignment; (4) Certification of Seller; (5) Spousal Consent; and (6) Medical doctor's letter
attesting to mental competency. q in Mitnick client contract
(o) Notice of Assignment
Assigmnent by Seller's Attorney. Seller shall make a demand of his or her attorney to
acknowledge and sign the Attorney Acknowledgement and Notice of Assignment. . If Seller
changes his or her attorney subsequent to the execution of this Agreement, Seller shall have a
continuing obligation to demand the newly retained attorney acknowledge and sign a new Attorney
Acknowledgement and Notice of Assignment under the terms set forth in subsection (u) above. If
Seller fails to obtain such attorney's signature, Buyer shall have the right to maintain and enforce
its rights under the Agreement. u in Mitnick client contract
(p) Case Updates. In the event that the Seller and or its attorney fail to provide updates and or relevant
information regarding the Settlement claim to Buyer, Buyer shall be entitled to notify the Seller's
attorney to inquire about the status of the Award Amount, a Settlement claim and/or the Seller's
Distribution from the Settlement. x in Mitnick client contract
(q) Indemnification. Seller agrees to indemnify Buyer for any and all claims, losses, liabilities,
obligations, damages, penalties, judgments, suits, causes of action, and related costs and expenses
of any nature (including attorney's fees) suffered by Buyer due to Seller's misrepresentation,
breach of warranty, or failure to perform any covenant of this Agreement. y in Mitnick client contract
(r) Execution. This Agreement has been properly executed by the Seller
Seiler and represents the Seller's
legal, valid and binding obligation, enforceable in accordance with its terms and inures to the
benefit of the parties hereto and their respective successors-in-interest, heirs, executors,
representatives, successors and assigns. z in Mitnick client contract
(s) Assignment. Buyer and any party to whom Buyer assigns this Agreement may assign its right,
title, and interest in and to this Agreement including the TSF Distribution without any further
authorization or approval from Seller. Furthermore: aa in Mitnick client contract
a. If Buyer assigns its rights to a third party, Buyer shall not be responsible to Seller and
Seiler may look solely to such third party for performance of this Agreement.
Seller
b. Upon request of Buyer or assignee of Buyer, Seller shall execute and deliver any
documents, as either party reasonably requires, for performance of this Agreement.
c. In no event shall Seller be permitted to assign its rights in this Agreement.
(t) Prior Funding. In the event Seller has received prior funding from Buyer this Agreement does not
supersede the amounts due pursuant to any prior funding agreement between Seller and Buyer,
unless specifically set forth herein, and the terms and payoff schedule of such prior agreement are
incorporated herein. bb in Mitnick client contract
(u) Fraud or Misrepresentation. If Seller has made a material misstatement, or committed a fraudulent
or criminal act either in connection with this transaction or in a matter that would adversely and
significantly impact the funding of the TSF Purchase Price, Buyer shall have the right to file for a
Declaratory Judgment in order to determine whether such statement or act was fraudulent. In the
event that a court and or arbitrator determines that Buyer was fraudulently induced into entering
into this Agreement, Buyer shall be entitled to recover the amount of the TSF Purchase Price, plus
legal interest rate from the date of this Agreement, plus attorneys' fees and costs.
(v) Buyer Risk Factors. Seller acknowledges and understands that the cost of entering into this
ase
p
Agreement is expensive and that the Buyer is taking a significant risk engaging in this pu,
9
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contract

 Case 2:18-cv-01877-AB Document 10-2 Filed 05/08/18 Page 11 of 14

and sale transaction. Seller is advised by Buyer to explore other sources of funding, including loans
that may be available to Seller at more favorable terms. dd in Mitnick client contract
(w) Seller Review. Seller has had a full and complete opportunity to consult with an attorney and/or
other advisors before entering into this Agreement. This Agreement and its terms have been fully
explained to Seller and all questions that Seller might have about this transaction and/or Agreement
have been fully explained. ee in Mitnick client contract
(x) No Brokers. I represent and warrant that I have not used any broker in connection with this
Agreement other than N/A ("Broker"), who is representing me pursuant to a separate broker
agreement. I acknowledge and agree that Buyer may (but shall not be obligated to): (i) pay to Broker
any fees due under such broker agreement ("Broker Fee"); and (ii) deduct such Broker Fee from the
Purchase Price. I agree to indemnify Buyer for any and all loss or damage which Buyer sustains by
reason of my use of any broker, including but not limited to attorneys' fees and cost incurred by
Buyer. ff in Mitnick client contract
(y) Rescission. Seller may rescind this Agreement within five (5) business days following the Seller's
execution of this Agreement, without penalty or further obligation. gg in Mitnick client contract
(z) Dispute Resolution. Notwithstanding anything to the contrary herein, Buyer and Seller
unconditionally agree that any dispute, controversy or claim arising out of, or relating in any way to
this purchase and sale Agreement, including without limitation, any dispute concerning the
construction, validity, interpretation, enforceability, alleged breach by either party, and/or any other
term set forth in the Agreement shall be exclusively resolved by binding arbitration upon Buyer or
Seller submitting the dispute to the American Arbitration Association within 30 days of written
notice to the other party. Within thirty (30) days of notice of a dispute, Buyer and Seller agree to
meet at an agreed upon location in Philadelphia, PA to attempt to resolve the dispute in good faith
without the necessity of moving forward with binding Arbitration though the American Arbitration
Association. Should the dispute not be resolved between the parties within 60 days of the above
referenced meeting, either party may seek remedies exclusively through a binding arbitration
request to the American Arbitration Association and/or one of their representatives. Both parties to
this Agreement agree that if arbitration becomes necessary, the process and procedure including
naming of the arbitrator/s shall be governed by American Arbitration Association's suggested
guidelines and/or procedures. The final decision made through the Arbitration shall be binding on
both parties. Either Buyer or Seller may apply (in the event of an emergent issue) to a Pennsylvania
state or federal court for interim or emergent relief, including without limitation a proceeding to
compel arbitration as set forth above. Any arbitration shall be conducted within the jurisdiction of
the Commonwealth of Pennsylvania. The laws of the Commonwealth of Pennsylvania shall be
applied in any arbitration proceeding, without regard to principles of conflict of laws. It is the intent
of the parties that, barring extraordinary circumstances, arbitration proceedings will be concluded
within one hundred and twenty 120 days from the date the arbitrator/s are appointed. The
arbitrator/s may extend this time limit in the interests of justice. Except as may be required by law,
neither party nor its' representative/s may disclose the existence, content, or results of any
arbitration hereunder without the express prior written consent of both Buyer and Seller. Both
Buyer and Seller shall exchange a copy of all exhibits intended for use at the arbitration hearing
and shall identify each witness who will testify at the arbitration, with a summary of the anticipated
testimony of such witness no later than ten (10) days before the arbitration hearing. The arbitrator
shall award interest from the time of the dispute/breach to the time of the arbitration award at the
rate of interest if this transaction is re-characterized as a loan at the maximum rate permitted by law
in the Commonwealth of Pennsylvania. The cost of the arbitration proceeding shall be borne by the

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 Case 2:18-cv-01877-AB Document 10-2 Filed 05/08/18 Page 12 of 14

unsuccessful party to the arbitration. hh in Mitnick client contract
(aa)It
(aa)
It is specifically understood and agreed to by the parties that either of them may enforce any award
rendered pursuant to the arbitration provisions of this section by moving to compel the award in the
appropriate Pennsylvania court.
court, Lastly, the parties agree that the arbitrator shall have authority to
grant injunctive or other forms of equitable relief to either party. ii in Mitnick client contract
(bb) SELLER HEREBY WAIVES THE RIGHT TO CONSOLIDATE UNDER ANY MULTI
DISTRICT LITIGATION OR OTHER CONSOLIDATION, OR BECOME PART OF A CLASS
ACTION, OR ANY OTHER PROCEEDING, CONTROVERSY, ARBITRATION AND/OR
DISPUTE OF ANY NATURE INVOLVING ANY PERSON OR ENTITY WHO IS NOT A
PARTY TO THIS AGREEMENT. WHETHER ANY CLAIM HEREUNDER IS DECIDED BY
ARBITRATION OR BY TRIAL BY A JUDGE, THE PARTIES AGREE AND UNDERSTAND
THAT THE EFFECT OF THIS AGREEMENT IS THAT THEY ARE GIVING UP THE RIGHT
TO TRIAL BY JUSRY TO THE EXTENT PERMITTED BY APPLICABLE LAW. jj in Mitnick client contract
(cc) IMPORTANT NOTICE
SELLER UNDERSTANDS THAT THIS IS A COMPLEX FINANCIAL TRANSACTION.
BY SIGNING THIS AGREEMENT, SELLER IS ASSIGNING ITS RIGHTS TO A
PORTION OF THE AWARD THAT SELLER MAY RECEIVE IN REGARD TO THE
CASE. IN RETURN FOR SELLER'S ASSIGNMENT, SELLER WILL RECEIVE AN
IMMEDIATE CASH PAYMENT THAT IS SIGNIFICANTLY LESS THAN THE
PORTION OF THE AWARD THAT SELLER IS ASSIGNING. SELLER IS STRONGLY
ENCOURAGED BEFORE SIGNING THIS AGREEMENT TO CONSULT WITH AN
ATTORNEY AND/OR TRUSTED FINANCIAL ADVISOR OF SELLER'S CHOICE, WHO
CAN ASSIST SELLER IN DETERMINING WHETHER THIS TRANSACTION WILL
BEST FULFILL SELLER'S FINANCIAL NEEDS AND OBJECTIVES AND PROTECT
SELLER'S INTERESTS IN THE EVENT SELLER CHOOSES TO PROCEED WITH
THIS TRANSACTION. kk in Mitnick client contract
(dd) The Seller agrees to keep this Agreement confidential and not to disclose the existence of this
Agreement or its terms, except as required by law. ll in Mitnick client contract
The Buyer and Seller named below do hereby agree to all of the terms set forth above and
contained within this Agreement and signed on this 8th day of December, 2016: Mitnick client contract August 10, 2016
BUYER: THRIVEST SPECIALTY FUNDING, LLC
By:
Title:

Date:

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President/C10
President/CIO
President/CIO

SELLER: WILLIAM WHITE
By:

Date:
Date: 7/
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Last Page
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 Case 2:18-cv-01877-AB Document 10-2 Filed 05/08/18 Page 14 of 14

Exhibit B - Repayment Schedule

TSF Distribution Due ifRepaid by:

December 31, 2016

$507,916.67

January 31, 2017
February 28, 2017

$515,958.68

June 30, 2018
July 31, 2018

$673,901.99

$524,128.03

August 31, 2018

$684,572.10
$695,411.16

March 31, 2017

$532,426.72

September 30, 2018

$706,421.84

April 30, 2017

October 31, 2018

$717,606.85

May 31, 2017

$540,856.81
$549,420.38

$728,968.96

June 30, 2017

$558,119.53

November 30, 2018
December 31, 2018

$740,510.96

July 31, 2017

$566,956.42

January 31, 2019

$752,235.72

August 31, 2017
September 30, 2017

$575,933.23

February 28, 2019

October 31, 2017

$585,052.18
$594,315.50

March 31, 2019
April 30, 2019

$764,146.12
$776,245.10
$788,535.65

November 30, 2017

$603,725.50

May 31, 2019

$801,020.80

December 31, 2017
January 31, 2018

$613,284.49

June 30, 2019

$622,994.82

February 28, 2018
March 31, 2018

$632,858.91
$642,879.17

July 31, 2019
August 31, 2019

$813,703.63
$826,587.27

September 30, 2019

$852,969.75

April 30, 2018

$653,058.09

October 31, 2019

May 31, 2018

$663,398.18

November 30, 2019

$866,475.10
$880,194.29

$839,674.90

NOTE: If distribution of the TSF Distribution amount has not been paid to TSF by the last date
of the above repayment schedule, the TSF Distribution amount will continue to accrue at the
same rate as described in the Non-Recourse Purchase Agreement until distribution occurs.